Maxposure

Investment in its Technology Division with the intent of creating an innovative product portfolio.

Strengthen its In-flight entertainment division by diversifying its in-flight content and establishing relationships with additional content owners, studios and productions houses.

Strengthen its content marketing division by expanding beyond India and also by venturing into unchartered territories within India.

Pursue strategic alliances and select acquisition and investment opportunities.

Expand its customer base across all its business verticals.

Increasing its Global presence.

Growing its business with existing clients with quality and efficient services.

The company`s expansion into new product categories and an increase in the number of products offered by its may expose the company to new challenges and more risks.

As part of the company`s growth strategy, its intend to expand its business operations to geographical areas in which the company has limited operation history. it cannot assure you that its expansion plans will be profitable or that such expansion will not adversely affect its business, results of operations and financial condition.

The Company`s cannot assure you that its shall be able to obtain the necessary certifications and clearances as may be required from the relevant local and foreign authorities for the company`s Proposed Products. In the event its are unable to obtain such certifications, its business, results of operations, cash flows and financial condition could be adversely affected.

Advertising business is dependent on availability of space or sites for publishing of ads. Any significant increase in the prices of such ad space or sites or nonavailability of such ad space or sites may adversely affect our business and results of operations.

We rely on our AeroLab for efficient functioning of our in-flight entertainment division, and any interruption or delay in service from our AeroLab could impair the delivery of our divisions and adversely impact our business and results of operations

We are dependent on major content owners, studios and productions houses to source the content, for our in-flight entertainment division. If we are unable to source content at acceptable terms, our business operations will be adversely affected.

The commercial success of our services depends to a large extent on the success of the success of our end use customers. If there is any downturn in the industries in which our customers operate, it could have a material adverse effect on our business, financial condition and results of operations.

We rely on third parties for providing our services, including purchase of media and other material required for our advertising business.

We cannot assure you that we shall be able to commence commercial production of our Proposed Products in a timely and scheduled manner, or at all. If we are unable to manufacture our Proposed Products in a timely manner or without cost overruns, it may adversely affect our business, results of operations and financial condition.

The global scope of our operations exposes us to risks of doing business in foreign countries, including the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which we operate and seek to operate, which could adversely affect our business, financial condition and results of operations.

We depend on a few customers of our services in some of our business lines, for a significant portion of our revenue, and any decrease in revenues or sales from any one of our key customers may adversely affect our business and results of operations.

Failures in IT systems and infrastructure supporting our system and operations could significantly disrupt our operations and have a material adverse effect on our business, results of operations, cash flows and financial condition.

There can be no assurance that the objects of the Issue will be achieved within the time frame anticipated or at all, or that the deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your investment. Further, the plan for deployment of the Net Proceeds has not been appraised by any bank or financial institution.

If we are not able to obtain, renew or maintain our statutory and regulatory licenses, registrations and approvals required to operate our business, it may have a material adverse effect on our business, results of operations and financial condition.

There have been instances of delays of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to RoC.

The in-flight entertainment industry is subject to various changes such as, commercialisation of OTT content, possible introduction and affordability of inflight connectivity. These changes can affect our business where content requirement of the airline can reduce; impacting our business model and operations.

Our business and prospects may be adversely affected if we are unable to maintain and grow the image of our brand.

We are required to furnish bank guarantees as part of our business. Our inability to arrange such guarantees or the invocation of such guarantees may adversely affect our cash flows and financial condition.

We also provide our services to Central Government and State Government departments and ministries, therefore our ability to negotiate the standard form of Government contracts may be limited and certain unusual or onerous provisions may be imposed on us, which may restrict our flexibility in undertaking our business and thereby affect the efficient execution of our work.

There are outstanding litigations involving our Company which, if determined adversely, may affect our business and financial condition.

Any delays and/or defaults in payments could result in increase of working capital investment and/or reduction of our Company`s profits, thereby affecting our operation and financial condition.

Our Company requires significant amount of working capital for a continuing growth. Our inability to meet our working capital requirements may adversely affect our results of operations.

Our Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain secured borrowings availed by our Company and accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.

We are dependent on information technology systems in carrying out our business activities and it forms an integral part of our business. Further, if we are unable to adapt to technological changes and successfully implement new technologies or if we face failure of our information technology systems, we may not be able to compete effectively which may result in higher costs and would adversely affect our business and results of operations.

If our Company is unable to protect its intellectual property, or if our Company infringes on the intellectual property rights of others, our business may be adversely affected. Our Company has entered into an assignment and transfer agreement dated November 6, 2019 with Inviseo Media Holdings Limited ("IMHL"). Pursuant to the said agreement, IMHL, has perpetually, irrevocably, and unconditionally assigned, transferred, and conveyed to our Company, all of its rights, title, and interest in and to the Inviseo tray table in the entire world. In the event, our Company is unable to enforce its rights on the assigned intellectual property, it could have a material impact on our goodwill, business operations, financial condition and results of operations.

We operate in a competitive business environment and our inability to compete effectively may adversely affect our business, results of operations, financial condition and cash flows.

. Our Promoter, Directors, Key Managerial Personnel and Senior Management have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits.

Our Promoter and members of the Promoter Group have significant control over the Company and have the ability to direct our business and affairs; their interests may conflict with your interests as a shareholder.

The average cost of acquisition of Equity Shares held by our Promoter could be lower than the Issue Price.

. Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.

. We have in past entered into related party transactions and we may continue to do so in the future.

Our Promoter and members of our Promoter Group have extended personal guarantees and personal properties as collateral security with respect to various loan facilities availed by our Company. Revocation of any or all of these personal guarantees may adversely affect our business operations and financial condition.

We may fail to successfully enter necessary or desirable strategic alliances or make acquisitions or investments, and we may not be able to successfully integrate acquisitions or achieve the anticipated benefits from these alliances, acquisitions or investments we make.

Our agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if we are unable to get their approval, it might restrict our scope of activities and impede our growth plans.

In addition to our existing indebtedness for our existing operations, we may incur further indebtedness during the course of business. We cannot assure that we would be able to service our existing and/ or additional indebtedness.

We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further, we have not identified any alternate source of financing the �bjects of the Issue`. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.

Our success largely depends upon the knowledge and experience of our Promoter, Directors, our Key Managerial Personnel and our Senior Management. Loss of any of our Directors and key managerial personnel or our ability to attract and retain them could adversely affect our business, operations and financial condition.

Our Registered Office and our regional offices are located on premises which are not owned by us and has been obtained on lease basis. Disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/ lessors would adversely impact our operations and, consequently, our business, financial condition and results of operations.

Our Company has experienced negative cash flow in the past and may continue to do so in the future, which could have a material adverse effect on our business, prospects, financial condition, cash flows and results of operations.

Our Group Company, Subcontinental Media Group Private Limited may have conflict of interest with us as it is engaged in similar business and may compete with us.

Any conflict of interest which may occur between our business and any other similar business activities pursued by our Promoter could have a material adverse effect on our business and results of operations.

We are exposed to foreign currency exchange rate fluctuations, which may have an adverse effect on our results of operations and value of the Equity Shares.

Our lenders have charge over our movable and immovable properties in respect of finance availed by us.

The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of our Company.

. Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders` approval.

Relevant copies of educational qualifications of one of our Senior Management personnel is not traceable.

The requirement of funds in relation to the objects of the Issue has not been appraised.

Our inability to procure and/or maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.

Our ability to pay dividends in the future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.

We have not independently verified certain data in this Red Herring Prospectus.

The requirements of being a listed company may strain our resources.

The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for the Equity Shares.

There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.

There is no existing market for our Equity Shares, and we do not know if one will develop to provide you with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.

The price of the Equity Shares may be highly volatile after the Issue.

You will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase in the Issue.

There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder`s ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.

The price of the Equity Shares may be volatile, which could result in substantial losses for investors acquiring the Equity Shares in the Issue.

Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our Company may dilute your shareholding and any sale of Equity Shares by our Promoter or members of our Promoter Group may adversely affect the trading price of the Equity Shares.

Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

There are certain delayed-compliances in filing of GST returns.